FOURTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT

     This Amendment and Consent (the "Amendment and Consent") dated as of March
31, 2000, is between Bank of America, N.A. (the "Bank"), formerly known as Bank
of America National Trust and Savings Association, and U.S. Home & Garden Inc.
(the "Borrower").

                                    RECITALS

     A. The Bank and the Borrower entered into a certain Credit Agreement dated
as of October 13, 1998, as previously amended (the "Agreement").


     B. The Borrower desires to acquire findplants.com, a California
corporation, for a total consideration of $400,000. Immediately thereafter, the
Borrower desires to merge the acquired company into the Subsidiary, E-Garden.
The Borrower has requested the Bank to grant its prior written approval of the
Acquisition as required under Section 7.4(d)(ii) of the Agreement and to agree
that the Acquisition is not required to comply with the conditions set forth in
Sections 7.4(d)(iv), 7.4(d)(vii), and 7.4(d)(viii) of the Agreement.


     C. The Bank and the Borrower also desire to further amend the Agreement.

                                   AGREEMENT

     1. Definitions. Capitalized terms used but not defined in this Amendment
and Consent shall have the meaning given to them in the Agreement.

     2. Amendment. The Agreement is hereby amended as follows:

          2.1 In Section 1.1, the definition of Revolving Termination Date is
     amended by substituting the date "September 30, 2001" for the date "October
     15, 2001."

          2.2 A new Section 2.7(bb) is inserted between Sections 2.7(b) and
     2.7(c), and it reads in its entirety as follows:

               (bb) $1,000,000 Prepayments. The Borrower shall prepay the
          Facility 1 Loans in three equal principal installments of $1,000,000
          on September 30, 2000, December 31, 2000, and June 30, 2001.

          2.3 Section 2.8(a) is amended to read in its entirety as follows:

               (a) Facility 1 Loans. The Borrower shall repay the following
          percentages of the total of the Facility 1 Loans outstanding on the
          Revolving Termination Date on the following dates (each a "Principal
          Payment Date"):

               Year       March 31       June 30     September 30    December 31

                2001                                     7.50%          7.50%
                2002        7.50%         7.50%          7.50%          7.50%
                2003        7.50%         7.50%         10.00%         10.00%
                2004       10.00%        10.00%

                                       1
<PAGE>
          And on June 30, 2004, the entire remaining balance of the Facility 1
          Loans and all accrued interest thereon shall be immediately due and
          payable.

          2.4 In Section 7.4(d), clause (v) is amended to read in its entirety
     as follows:

          (v) after giving effect to the Acquisition (and any financing related
          thereto), the pro forma Leverage Ratio is less than 4.50 to 1.00 and
          the Borrower and its Subsidiaries are otherwise in pro forma covenant
          compliance with Section 7.18,

          2.5 In Section 7.4(h), the amount "$2,947,235" is substituted for the
     amount "$10,000,000."

          2.6 Section 7.11(d) is amended to read in its entirety as follows:

               (d) purchase, redeem or otherwise acquire Trust Preferred
          Securities, shares of its capital stock or warrants, rights or options
          to acquire any shares of its capital stock for cash (i) in an
          aggregate amount for all such payments after the Closing Date
          (excluding payments for Trust Preferred Securities) not exceeding
          $6,074,000 and (ii) with respect to Trust Preferred Securities, in an
          aggregate amount not exceeding $1,000,000 for all such payments after
          the Closing Date; provided that immediately after giving effect to
          such proposed action, no Default would exist, and provided further
          that payments for Trust Preferred Securities must be made with the
          Borrower's own cash and not with the proceeds of Facility 1 Loans.

          2.7 Section 7.18 is amended to read in its entirety as follows:

               7.18 Financial Covenants.

               (a) Interest Coverage Ratio. The Borrower shall not permit the
          Interest Coverage Ratio for any four fiscal quarter period (on a
          rolling four quarter basis) to be less than (i) 1.50 to 1.00 for the
          four fiscal quarter period ending on March 31, 2000, (ii) 1.75 to 1.00
          for the four fiscal quarter periods ending on June 30, 2000, September
          30, 2000, and December 31, 2000, and (iii) 2.00 to 1.00 for any four
          fiscal quarter period ending after December 31, 2000.

               (b) Leverage Ratio. The Borrower shall not permit the Leverage
          Ratio for any four fiscal quarter period (on a rolling four quarter
          basis) to exceed (i) 7.75 to 1.00 for the four fiscal quarter period
          ending on March 31, 2000, (ii) 5.25 to 1.00 for the four fiscal
          quarter period ending on June 30, 2000, (iii) 5.00 to 1.00 for the
          four fiscal quarter periods ending on September 30, 2000, December 31,
          2000, and March 31, 2001, (iv) 4.50 to 1.00 for the four fiscal
          quarter periods ending on June 30, 2001, September 30, 2001, and
          December 31, 2001, (v) 4.75 to 1.00 for the four fiscal quarter period
          ending on March 31, 2002, and (vi) 4.00 to 1.00 for any four fiscal
          quarter period ending after March 31, 2002, except for the four fiscal
          quarter periods ending on March 31, 2003, and March 31, 2004,
          respectively, for which the Leverage Ratio may not exceed 4.25 to
          1.00.

               (c) Fixed Charge Coverage Ratio. The Borrower shall not permit
          the Fixed Charge Coverage Ratio to be less than (i) 1.10 to 1.00 for
          the four


                                       2
<PAGE>
fiscal quarter  period ending on March 31, 2000,  (ii) 1.50 to 1.00 for the four
fiscal quarter periods (on a rolling four quarter basis) ending on or after June
30, 2000,  and on or before March 31, 2002,  except for the four fiscal  quarter
period ending on December 31, 2000,  for which the Fixed Charge  Coverage  Ratio
may not be less than 1.35 to 1.00,  and (iii)  1.25 to 1.00 for any four  fiscal
quarter period (on a rolling four quarter basis) ending after March 31, 2002.

               (d) Consolidated EBITDA. The Borrower shall not permit
          Consolidated EBITDA (Ampro Adjusted) to be less than the following
          amounts for the four fiscal quarter periods (on a rolling four quarter
          basis) ending on the following dates:

                 Amount                          Date
                 ------                          ----
              $12,000,000                     March 31, 2000
              $15,000,000                     June 30, 2000
              $15,000,000                     September 30, 2000
              $15,000,000                     December 31, 2000
              $16,000,000                     March 31, 2001
              $16,000,000                     June 30, 2001
              $16,000,000                     September 30, 2001
              $16,000,000                     December 31, 2001
              $17,000,000                     March 31, 2002
              $17,000,000                     June 30, 2002
              $17,000,000                     September 30, 2002
              $17,000,000                     December 31, 2002
              $17,500,000                     March 31, 2003
              $17,500,000                     June 30, 2003
              $17,500,000                     September 30, 2003
              $17,500,000                     December 31, 2003
              $18,000,000                     March 31, 2004
              $18,000,000                     June 30, 2004
              $18,000,000                     September 30, 2004

     3. Consent. The Bank hereby consents to the Acquisition described in
Recital B of this Amendment and Consent and hereby agrees that the Acquisition
is not required to comply with the conditions referred to in Recital B of this
Amendment and Consent.

     4. Representations and Warranties. When the Borrower signs this Amendment
and Consent, the Borrower represents and warrants to the Bank that:

          4.1 No Default or Event of Default has occurred or is continuing under
     the Agreement except those Defaults or Events of Default, if any, that have
     been disclosed in writing to the Bank or waived in writing by the Bank.



                                       3
<PAGE>

          4.2 The representations and warranties in the Agreement are true as of
     the date of this Amendment and Consent as if made on the date of this
     Amendment and Consent except to the extent such representations and
     warranties expressly refer to an earlier date, in which case they are true
     and correct as of such earlier date.

          4.3 The execution, delivery and performance by the Borrower of this
     Amendment and Consent have been duly authorized by all necessary corporate
     and other action and do not and will not require any registration with,
     consent or approval of, notice to or action by, any Person (including any
     Governmental Authority) in order to be effective and enforceable. The
     Agreement as amended by this Amendment and Consent constitutes the legal,
     valid and binding obligations of the Borrower, enforceable against it in
     accordance with its respective terms, except as enforceability may be
     limited by applicable bankruptcy, insolvency, or similar laws affecting the
     enforcement of creditors' rights generally or by equitable principles
     relating to enforceability.

     5. Effective Date. Provided that the Bank has received from the Borrower a
duly executed original of this Amendment and Consent, this Amendment and Consent
will be deemed effective as of March 31, 2000.

     6. Reservation of Rights. The Borrower acknowledges and agrees that the
execution by the Bank of this Amendment and Consent shall not be deemed to
create a course of dealing or otherwise obligate the Bank to execute similar
consents under the same or similar circumstances in the future.

     7. Miscellaneous.

          7.1 Except as herein expressly amended, all terms, covenants and
     provisions of the Agreement are and shall remain in full force and effect
     and all references therein and in the other Loan Documents to the Agreement
     shall henceforth refer to the Agreement as amended by this Amendment and
     Consent. This Amendment and Consent shall be deemed incorporated into, and
     a part of, the Agreement. This Amendment and Consent is a Loan Document.

          7.2 This Amendment and Consent shall be binding upon and inure to the
     benefit of the parties hereto and to the Agreement and their respective
     successors and assigns. No third party beneficiaries are intended in
     connection with this Amendment and Consent.

          7.3 This Amendment and Consent shall be governed by and construed in
     accordance with the law of the State of California.

          7.4 This Amendment and Consent may be executed in any number of
     counterparts, each of which shall be deemed an original, but all such
     counterparts together shall constitute but one and the same instrument.
     Each of the parties hereto understands and agrees that this document (and
     any other document required herein) may be delivered by any party thereto
     either in the form of an executed original or an executed original sent by
     facsimile transmission to be followed promptly by mailing of a hard copy
     original, and that receipt by the Bank of a facsimile transmitted document
     purportedly bearing the signature of the Borrower shall bind the Borrower
     with the same force and effect as the delivery of a hard copy original. Any
     failure by the Bank to



                                       4
<PAGE>
     receive the hard copy executed original of such document shall not
     diminish the binding effect of receipt of the facsimile transmitted
     executed original of such document.

     This  Amendment  and  Consent  is  executed  as of the date  stated  at the
     beginning of this Amendment and Consent.

                                   Bank of America, N.A.

                                   By    /s/ Michelle Mojabi
                                         ---------------------------------------

                                   Title Vice President
                                         ---------------------------------------

                                   By
                                         ---------------------------------------

                                   Title
                                         ---------------------------------------



                                   U.S. Home & Garden Inc.

                                   By    /s/ Lynda Gustafson
                                         ---------------------------------------

                                   Title V.P. Finance
                                         ---------------------------------------

                                   By
                                         ---------------------------------------

                                   Title
                                         ---------------------------------------